RESTRICTED STOCK AWARD AGREEMENT
Exhibit
10(u)
THIS
AGREEMENT is made as of the ____
day of ______________ (the “Grant Date”), by and between Tasty Baking Company
(“Company”) and ______________________________ (“Grantee”).
WHEREAS,
Grantee is a valued employee
of the Company and/or one of its subsidiaries (collectively referred to
as the
“Employer”); and
WHEREAS,
the Company’s Board of Directors adopted the Tasty Baking Company 2003 Long Term
Incentive Plan (“Plan”) on March 27, 2003, and the Plan was approved by
shareholders of the Company on May 2, 2003; and
WHEREAS,
as additional compensation for
Grantee’s past and future services to the Employer, and to induce the Grantee to
continue his or her efforts to enhance the value of the Company for
shareholders, generally, and pursuant to the actions of the Company’s Board of
Directors and the Board’s Compensation Committee (the “Committee”) on the Grant
Date, the Company wishes to transfer shares of Common Stock of the Company
to
Grantee pursuant to the terms of the Plan, subject to the conditions set
forth
herein.
NOW,
THEREFORE, the Company and Grantee
hereby agree as follows:
1. As
of the Grant Date, the Company shall transfer to Grantee __________________
(________) shares of the Company’s common stock, par value $.50 per share
(“Award Shares”), at which time Grantee shall become the beneficial owner of the
Award Shares so transferred, with the right to vote the Award Shares and
receive
dividends with respect to the Award Shares, subject to the risk of forfeiture
conditions and transfer restrictions set forth herein.
2. (a) The
Grantee’s right to beneficial ownership of the Award Shares shall become
permanently vested and nonforfeitable, and they shall be released from
the
transfer restrictions set forth herein on the earlier of (i) fifth anniversary
of the Grant Date, provided that Grantee remains in the continuous employment
of
the Employer as of such date; or (ii) upon the retirement of the Grantee
with
the approval of the Company.
(b) Prior
to the vesting of the Award Shares pursuant to Paragraph 2(a), above, no
Award
Share (including any shares received by Grantee with respect to the Award
Shares
as a result of stock dividends, stock splits or any other form of
recapitalization or a similar transaction affecting the Company’s securities
without receipt of consideration) may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, alienated or encumbered.
(c) If
the Grantee’s employment with the Employer is terminated for any reason
(excluding death) before he or she has become vested in the Award Shares
pursuant to Paragraph 2(a), above, the Grantee shall forfeit the Award
Shares,
whether or not the Grantee is reemployed by the Employer.
(d) If
a Grantee dies while in the employ of the Employer prior to the vesting
of the
Award Shares pursuant to Paragraph 2(a), above, all of the Award Shares
shall
become nonforfeitable and shall be delivered to the beneficiary designated
by
the Grantee pursuant to such rules and procedures established by the Committee.
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3. Unless
the Grantee and the Company make other arrangements satisfactory to the
Company
with respect to the payment of withholding taxes, upon vesting of the Award
Shares pursuant to Paragraph 2(a) above, the Award Shares shall be reduced
by
that number of Award Shares having a value, as of the date they become
vested,
equal to the minimum amount of Federal, state and local taxes required
to be
withheld with respect to such Award Shares.
4.
Nothing in this Agreement shall confer upon Grantee any right to continue
in the employ of the Employer or any affiliate thereof, or shall interfere
with
or restrict in any way the rights of such person to terminate Grantee’s
employment at any time, subject to the terms of any employment agreement
by and
between the Employer and Grantee.
5.
This Award Agreement is subject to the terms of the Plan, and the Grantee
hereby acknowledges receipt of a copy of the Plan. All capitalized terms
not
defined herein shall have the definition set forth in the Plan.
6.
This Agreement shall be governed by the substantive law of the
Commonwealth of Pennsylvania, without giving effect to the choice of law
principles thereof.
The
parties hereby have entered into
this Agreement with intent to be legally bound hereby, as of the first
date set
forth above.
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ATTEST:
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TASTY
BAKING COMPANY
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___________________________________
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By:________________________________
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signature
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title | ||
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Witness:
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GRANTEE
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___________________________________
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___________________________________
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signature
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